Corporate Governance - Board Structure


I. Size of the Board

The Company’s By-laws prescribe that the number of Directors of the Company which shall constitute the whole Board shall not be less than one and not more than nine. The exact number of Directors within such range shall be fixed from time to time by resolution of the Board. The Board currently believes that the optimum number of Directors is between five and seven.

II. Selection of Directors

Nominees for directorship will be recommended to the Board by the Nomination and Compensation Committee in accordance with the policies and principles set forth in its charter. The invitation to join the Board should be extended by the Board itself and the Chairman of the Board.

The Board is responsible for nominating members of the Board and for filling vacancies on the Board that may occur between annual meetings of shareholders, in each case based on the recommendation of the Nomination and Compensation Committee.

III. Director Qualifications

A description of the desirable characteristics that the Nomination and Compensation Committee should evaluate when considering candidates for nomination as Directors are set forth in Attachment A to this Charter. The Nomination and Compensation committee will review such characteristics at least annually and recommend any appropriate changes to the Board for consideration.

IV. Resignation from the Board

Any Director may resign at any time by giving notice in writing or by electronic transmission to the Chairman of the Board, the President or the Secretary of the Company. Such resignation shall take effect upon receipt thereof or at any later time specified therein; and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

It is the sense of the Board that Directors who change the responsibility they held when they were elected to the Board should volunteer to resign from the Board. It is not the sense of the Board that in every instance the Directors who retire or change from the position they held when they came on the Board should necessarily leave the Board. There should, however, be an opportunity for the Board through the Nomination and Compensation Committee to review the continued appropriateness of Board membership under the circumstances.

V. Term Limits

In accordance with the Company’s By-laws, the directors shall be divided into three classes, with each class to be as nearly equal in number as possible, as specified by resolution of the Board of Directors or, if the directors in office constitute fewer than a quorum of the Board of Directors, by the affirmative vote of the majority of all the directors in office. The term of office of directors of the first class shall expire at the first annual meeting of shareholders after their election. The term of the officer of directors of the second class shall expire at the second annual meeting after their election. The term of the officer of directors of the third class shall expire at the third annual meeting after their election. At each annual meeting after such classification, a number of directors equal to the number of the class whose term expires at the time of such meeting shall be elected to hold office until the third succeeding annual meeting. Absent his or her death, resignation or removal, a director shall continue to serve despite the expiration of the director’s term until his or her successor shall have been elected and qualified or until there is a decrease in the number of directors.